Ultimate Thunderbolts: In the Company of Killers
by Impurest Cheese
Summary: An ambitious young SHIELD agent takes a gambit to solve the agency's undercover problem. Will she succeed with her team of killers or will they turn against her. Set between the Ultimate Vampire War and Avengers vs. Ultimates
1. Prolouge: A Dream in the Hand

The Slide Projector in the Triskelion clicked showing the next slide of the crime scene, the SHIELD trainees didn't flinch at the sight of the decapitated undercover agents and Major Danvers made the sign for the lights to come up. She had made the point as clear as she could, now it was up to everybody from the trainees to seasoned agents like herself and Nick Furry to come up with a solution.

"You're dismissed." she told the trainee agents, "If any of you have any ideas about how to address this problem come and see me in my office." she instructed as the trainees left for lunch. Secretly she knew most would crash and burn after a few months and the rest would become threats to her position. Now was the time to crush their ambition but leave creativity intact so that they would come up with the ideas that would keep SHIELD running in the future.

As Major Danvers slunk back to her office two of the ambitious trainees were sitting in the cafeteria discussing the problem she had set them.

"So that's my idea Vic." the first a red haired well built man told the young woman who was busy doodling on a napkin, "What do you think?"

"What I wasn't listening." Vic replied blowing a strand of dyed red hair out of her hair, the few coloured strands contrasting with the natural dark majority.

"What's that?" Eric asked. "Some kind of logo." Vic nodded and made the finishing touches to the logo, "Look's like a Hammer." Eric analyzed, "What does's it mean?"

"Nothing when I was little I made a pretend SHIELD department the Hazardous And Meta related Military Emergency Response Unit." she told him, "That was the logo, I gave up the idea but I kept drawing the logo when I'm thinking."

"You know that the Acronym spells HAMMER." Eric announced, "Very clever."

"Thank you and no I won't go out with you, but you can buy me coffee from the vending machine down the hall." Vic told him blushing as she wrapped up the remains of the burrito in the napkin.

"Cool sounds like a date." Eric answered swinging off the bench.

Up in her office Major Danvers' eyes narrowed, "There's some talent I'm going to crush." she murmured as she turned to intercept the agents as they headed to the Triskelion's one coffee machine of any use.

"So I heard that you decided not to go for the Antman project?" Vic asked.

"Can you imagine me as Antman? No just think about it Eric O'Grady the Amazing Antman." he told her, "Sounds stupid."

"Not as bad as Victoria Hand Agent of Shield." Vic joked, "Cool there's usually a line at the machine." she added as they approached the vending machine, not a single member of SHIELD apart from them in the area."

"What kind of coffee do you like?" Eric asked.

"As dark as possible with no sugar." Major Danvers said coming up behind him, "O'Grady beat it I need to speak to Private Hand alone."

"See you later Vic." Eric called as Major Danvers ushered her into an empty laboratory and locked the door behind her.

"The napkin I want to see it." Danvers ordered. Victoria handed her the napkin wearily and watched as she ripped it into tiny pieces. "SHIELD doesn't need liberal thinkers like you Ms. Hand." Danvers spat, "Your smart but ultimately you're still a rookie and will never get to a position of power. As far as I can see you're a screw up and will be leaving in a matter of weeks."

"But Major Danvers I always wanted to be a SHIELD agent." Victoria replied, "My test scores are exemplary, my physical record is spotless I even have an idea about how to get better informants."

"Really?" Danvers asked, "Well tell me what they are and I'll tell you if it's any use to SHIELD."

"Well maybe we should stop sending in SHIELD Agents and create a team similar to the Avengers but out of less honourable people with ties to the under-world. Not only will they fit in with the criminals more easily but they will also have an easier time defending themselves when they are discovered." Vic explained.

"Ms Hand that idea is risky and risks are something SHIELD can't afford at the moment. What with the Liberators, the Red Skull and the recent vampire attack I need to get the Triskelion secure and SHIELD under control before I start something like that." Danvers explained.

"But it's a good idea." Victoria answered.

"I don't have enough money or personnel to commit to this scheme." Danvers told her taking a sip out of her coffee.

"But I could run it Major Danvers it wouldn't be that hard." Victoria responded.

"I said no and that's final." Danvers snapped, "For your insolence you can clear up processing, I hear a mutant prisoner named Mortimer Toynbee caused a mess there." she added cruelly.

Half an hour later and Victoria was still struggling with the mess left behind in processing. If that wasn't bad enough Danvers had directed several of the trainees she knew to walk past and watch as she cleaned the room. Their taunts and jibes were worse then the acid that the prisoner had left behind, the latter just kept eating the mop the taunts ate her self esteem, she wondered what Eric would think if he could see her now. Angrily she slammed the mop down and kicked one of the bolted chairs the blow causing her foot to ache.

"Not your best move Victoria." she told herself.

"I don't know I thought it was funny." a man passing the window told her. He was wearing purple armor and had a pair of goggles over his eyes. Every part of his being accept his head, that could carry a weapon had either a knife or a firearm attached to it. "You need a hand?" he asked.

"Why do you care?" Victoria snapped angrily

"Because I don't like good looking janitor girls suffering because of the mess I'm partially responsible for." the man explained, "Name's Paladin, SHIELD sends me to pick up undesirables and get them through processing." he explained, "Unfortunately the little toad I was arresting got nervous and threw up before trying to escape." he added sounding sympathetic.

"Well if it's your fault…" Victoria answered handing him the melting mop, "You can at least lend a hand."

"Of course anything for a pretty lady, what's your name by the way?" he asked.

"Victoria," she replied, "and I'm not a janitor I'm a trainee of SHIELD."

"Ah so your one of Danvers' 'I'm feeling threatened so I need to crush this person's will' victims." Paladin summarized, "Don't let that fool you she can be a nice person at times." he paused, "I mean I've never seen it but you can't go through your entire life as a grouch. What landed you down here?" he asked, "A new weapon system, a revolutionary engine design or just complaints about the lack of good coffee in this dump."

"Have you tried the machine on sub-level 1?" Victoria asked, "That tastes pretty good."

"Forgive me for saying this but American Coffee is absolute bull shit." Paladin told her, "I only drink the French stuff, I suppose it's what I'm used to. Anyway we're getting distracted, try putting some bleach on the acid and tell me how you got down here." he asked as Victoria followed his instructions and watched the acid and bleach combine to form water and a thin layer of salt.

"You know those dead agents." Victoria said, "Major Danvers wanted a solution to the under-cover agents being recognized so I suggested using free lance criminals to gather recon for SHIELD."

"Sounds like a good idea." a voice said from the darkest corner of the room. The figure stepped into the light to reveal a black skinned man with an eye-patch fiddling with a cigar.

"Cornel Furry" Paladin exclaimed, "I thought that you were out in the field."

"Nah just sneaking around here, I don't really want to see the director at the moment." he told them lighting the cigar.

"Umm sir you can't light that in here." Victoria told him timidly.

"I don't listen to the orders I don't like." Fury told her, "You shouldn't either, if you can find the right people you may have a wining solution maybe even sought out a few people's lives. Tell you what their scrapping project Thunderbolt at the moment because it's not making any headway what if I gave you that space and part of their budget to run your experiment."

Victoria looked stunned Danvers may be the law around here but Fury was ten times more influential and judgemental. If he liked one of your ideas or even acknowledged it you were lucky. Project Thunderbolt had a relatively small budget but Victoria was certain she could manage the money; the name was a mockery to the project that had until recently been trying to harness bio-electricity to create a new powered armor system. The scientist in command had achieved nothing and there were more then rumours that he was being fired.

"Okay I'll do it" she told Fury.

"Say it like you mean it." Fury ordered her.

"I'll do it and make Danvers feel absolutely stupid that she said no to my idea." Victoria yelled.

"That's more like it." Fury told her, "Now once your finished up here head to project Thunderbolt, by the time you arrive their it will be yours. You going to help her or just sit down here and rot?" he asked Paladin.

"Just because I'm a bounty hunter doesn't mean you can push me around, SHIELD may sign my pay-checks but I do as I please." Paladin answered.

"Your one of the best marksmen in the world and this project may help you get closer to the more 'flighty' targets." Fury complimented, "Unless of course you've lost the edge since we last met."

"Just because you and Danvers chose Hawkeye over me for the Ultimate's does not mean I lost me edge." Paladin replied angrily, "Barton cheated anyway I saw the footage."

"Is that a yes because you fit the profile of the kind of people I'm looking for." Victoria asked

"Why not cute SHIELD Agents always seem to win me over some how." Paladin answered, "By the way do you have a boyfriend."

Victoria moaned, Paladin was a bit of a perv just like Eric, she seemed to attract men like him. That said while Eric had a cute naïve nature she was sure Paladin had plenty of experience in the areas he was talking about. And for a crazy moment she digged it, whether it was the excitement of having a good idea or just fumes from the acid and bleach she though he was good looking. Quickly she shook her head to remove the images quite aware that her hair was flying around all over the place.

"If you two are completely finished making eyes at each other." Fury said, "I'm going to leave I have a Major to placate, don't know how I'll do it but I will. Oh and I suppose I don't tell you two to tread carefully with the people your dealing with." he added as he walked out the door chuckling to himself.


	2. Killers for Hire

Victoria paid the cab driver and disembarked outside the Ulysses Klaw Sonic Rejuvenation Centre, a high priced hospital that catered to the rich. The owner one Doctor Ulysses Klaw was an master of sonic therapy and had pioneered many experimental technologies and procedures. Despite all the glamour that the Centre showed Victoria couldn't relax. Earlier that day she, Paladin and O'Grady had met in their new premises and discussed about the rest of the team, if they were correct there was a killer taking refuge inside the clinic.

* * *

><p><strong>Three Hours Earlier, Project Thunderbolt Headquarters, SHIELD Triskelion<strong>

"I still can't believe this place is ours." O'Grady said spinning on one of the chairs, "I mean yours Victoria." he added.

"Could be ours, I do need a computer specialist and to be honest Major Danvers has been less then helpful by placing those two in here." Victoria answered jabbing a finger at the people working at the other end of the room. "Trust us to get stuck with Doctor Loony Moon." she added.

"It's Doctor Sophen," the elderly woman at the end of the room announced, "Major Danvers thinks my work is important and offered me some warmer working conditions."

"Whatever." Victoria yelled back.

"Can we stay focused," Paladin told them, "A SHIELD agent in Brisbane flagged a passport of one Frank Myres a high tech thief also know as the Boomerang Bank Robber. He should be arriving at JFK in a few hours, SHIELD wants me to pick him up when he touches down and arrest him for skipping bail on a robbery he committed years ago."

"Is he dangerous?" Eric asked.

"No he's just a kid looking for an adrenaline high, a robber for hire and just the kind of person we need to get us into the underworld." Paladin briefed them, "Unfortunately that leaves you with our other discovery the Acoustic Assassin."

"That's just an urban legend." Eric answered, "I mean who can sneak into a room with locked doors and windows, kill the victim with a weapon that left no marks except a weird acoustic signature and go unnoticed by security, both living and electronic."

"Somebody smart and deadly in equal amounts." Victoria answered, "Where is this killer located."

* * *

><p><strong>Present Time, Ulysses Klaw Sonic Rejuvenation Centre<strong>

"Eric your late." Victoria hissed as the SHILED agent arrived carrying a portable sound reader disguised as a mobile phone.

"Sorry about that I got stopped my Loony's assistant Doctor Lu, he wanted me to help lift a piece of machinery onto a table." Eric argued back, "You know Doctor Lu isn't as bad as he seems at least he has a sense of humour."

"Focus," Victoria said handing him a copy of Times Magazine, "You get any matches."

"No, although the level of sonic energy is off the charts." Eric told her, "I suppose that's meant to be expected."

"Mrs and Mr O'Grady" the attractive Red haired Secutery called, "Dr Klaw will see you know."

"We're married?" O'Grady asked. Victoria sighed and punched him as they walked hand in hand towards an office marked with the name plate U. Klaw PHD, MSC, BSC. Opening it they were greeted by a bald scared man dressed in a white lab coat who told them to sit on a pair of padded chairs.

"So Dr. Klaw I hope you can help my husband. The other doctors diagnosed him with throat cancer and they say he will lose his voice by the end of the year." Victoria sobbed.

"So tragic especially on one so young." Klaw replied displaying an overwhelming level of fake compassion, "Excuse me Mr. O'Grady we don't allow cell phones in here." he warned, "It interferes with some of the more delicate procedures."

"No signal anyway." Eric told them before turning off the scanner. Victoria knew that this meant that Klaw himself was for the moment at least cleared of being the assassin. Sighing she listened to Klaw outline a number of procedures hopefully Paladin was having better luck.

* * *

><p><strong>JFK Airport<strong>

"So that's your real phone number?" Paladin asked the busty stewardess who simply flipped her hair and walked away. Sometimes Paladin loved his job, especially picking up criminals at the airport he always arrived early just to chat up the air stewardess. Something buzzed in his pants and he removed the radio on his belt, "This is agent Paladin?"

"This is airport security we have Mr. Myres in custody, something showed up on the metal detectors, we're conducting a strip search but so far have found nothing."

"Okay I'm on my way, just cover him up by the time I get their okay." Paladin requested. Despite the unexpected strip search the mission was going to plan he only hoped Victoria and that geeky kid she hung around with were having the same level of fortune.

* * *

><p><strong>Ulysses Klaw Sonic Rejuvenation Centre<strong>

"And now for the matter of the cost of any treatment you decide." Klaw announced happily, "The initial procedure is priced at 100,000 U.S Dollars. The other more reliable procedures cost a lot more." his voice trailed off as a red light activated over the door.

"What's that?" Victoria asked curiously.

"That's nothing." Klaw gulped, "Excuse me I need to see to this, while I'm out feel free to think about what procedure you require Mr O'Grady." he added as he picked up a large sonic projector from the wall and headed through the back door with a 'Staff Only' sign on the door.

"Does something seem suspicious here?" Victoria asked, "He's hiding something. Before we left I requested the Clinic's Financial Records from the SHIELD database. By the looks of it Dr. Klaw is shipping over high levels of Vibranium ore from Wakanda."

"So Vibranium has sonic enhancing and dampening properties he probably uses it in his treatments." Eric answered. "What I find strange is Klaw himself, judging from the acoustic scan he's running off a Vibranium power cell instead of a heart, long term exposure can lead to serious medical problems." From the staff only area there was a crash and a bang as if something or someone had fallen off a table.

"Dr Klaw are you okay?" Victoria said drawing a concealed side-arm and edging to the door.

"Victoria the assassin," Eric said pulling out the scanner, "he's just behind that door."

* * *

><p><strong>JFK Airport<strong>

"Okay what's the problem?" Paladin asked as he entered the interrogation room. There were two guards as well as a foxy looking female police officer in the room with Boomerang cuffed to a chair.

"These buggers are harassing me, I'm innocent." Boomerang complained.

"Not your problem," Paladin told him, "What's this about metal on his person."

"We can't find it." the police officer told him, "Can I see your ID sir?" she asked

"Sure." Paladin said shoving his SHIELD Clearance Card in her face, "Okay Myres give up the weapons." Paladin told the prisoner.

"I don't have any bloody weapons I just came for a fucking vacation." Myres answered, "I didn't bloody well want to be stripped by these basterds but I cooperated. They didn't find anything what makes some SHIELD ponce like you will fare any better."

"Let him go." Paladin ordered, "He's heading to a cell anyway for the crimes you committed last time you were here. I hear in Rykers they love little twerps like you, and I mean love in a literal sense."

"Fuck you." Boomerang replied, "Bloody Yanks better start running," he ordered grinding his teeth. In seconds his skin ripped revealing the top layer to be prosthetic concealing the mini boomerang's strapped to his arms. Two of the weapons fired automatically slashing the custom officers throats before returning to his hands snapping the hand cuffs. "Because I'm fucking armed and dangerous."

* * *

><p><strong>Ulysses Klaw Sonic Rejuvenation Centre<strong>

Victoria kicked open the door to find a black clad figure with a mask covering his face towering over Klaw who lay on his back.

"You made a big mistake." the figure said it's voice obviously computerized, "I only came for Klaw but now I'll have to take out you two eye witness as well." the assassin added removing a sword from the sheath on it's back the blade glowing a cool blue. In an instant the assassin had lunged and slashed the sword at the two agents, missing by centimetres as they dived out the way. In an instant a hail of gun-fire from Eric and Victoria's weapons flew through the air from both sides of the operating room they found themselves in. Expertly the assassin intercepted each round striking them with his blade, the rounds reduced to dust.

"SHIELD Agents." the Assassin replied, "You're using standard ammunition for law enforcement agencies. I don't wish to fight you, I'm doing you a favour killing Klaw, he's a murder and a monster and he must die."

"Don't listen to her." Klaw protested.

"Her?" Victoria asked, "You know her?"

"He created me for one purpose, to be his own assassin." the assassin replied, "But I learnt what this clinic really does, it's used to refine Vibranium into sonic weaponry like myself."

"Don't listen she's a criminal and a lier." Klaw said edging towards the Sonic Weapon he had taken into the room with him. With a flick the Assassin launched a sonic blade that cleanly sliced through Klaw's hand. "Filthy tramp I made you now kill the SHIELD agents." Klaw yelled rolling over towards the weapon. Victoria fired a shot into the air causing Klaw to stop moving, the Assassin edged towards Klaw her sword glowing.

"Don't think about it." Eric yelled training his gun on her, "Now why don't you put that sword down."

* * *

><p><strong>JFK Airport<strong>

"But the weapons down." the police officer yelled as she and Paladin crouched behind the long interrogation table as Boomerang pulled his clothes on, hidden behind the chair he had been sitting on.

"Do you have a shot?" Paladin asked

"No." the officer replied, "I fucking hate guys like this, whoever gives them all this tech should be locked away not kids like him."

"Whatever the case he's proved he's dangerous." Paladin answered. A boomerang quickly flew overhead and they ducked as it arched round and returned back to the throwers hand. "How good's your shooting?" he asked

"Pretty good what's the plan?" the officer asked.

"As he throws them we shoot his weapons out of the sky when they arch back." Paladin ordered, "Now get ready he's about to get really pissed off." He stuck his head over the table, "Hey boomer give us your best shot." Paladin yelled. Boomerang growled and threw a hail of razor tipped boomerangs as him as he slipped back down. Soon gunshots could be heard as the deadly projectiles were shot down from the sky. "Is he out?" the officer asked.

Paladin looked over the top and fired two shots shattering the weapons in Boomerang's hands, "Now he's out." he told her as she flipped over the table and slammed Boomerang to the floor hand cuffing him again. "You know your Miranda rights basted since we already read them to you."

"Good work." Paladin commented, "SHIELD will keep him until his trial." he told her, "By the way I never caught your name?" he asked.

"Detective Knight." the officer replied. Paladin quickly reached over and kissed her on the cheek "Thanks for the help Detective much appreciated." he told her, "Come on you filth." he told Boomerang as he dragged him away.

* * *

><p><strong>Ulysses Klaw Sonic Rejuvenation Centre<strong>

"So I started killing Klaw's men trying to dismantle his operation." the assassin told Victoria as she led the handcuffed killer to the waiting SHIELD transport. At the other truck O'Grady aggressively shoved Klaw in the back before walking over to them.

"And that's my story." the assassin told them, "I'd do anything to be cured but only Klaw has the skill to do it. When he said he wouldn't I decided he needed to be killed, I couldn't go to the authorities because Klaw broke me out of jail, apparently my genetics are the closest he could find to the optimum specimen for the operation he called Project Songbird."

"Don't worry Melissa we'll help you." Victoria told the woman as she pushed her into the truck, "Until then I have a question for you?" she asked, "Are you for hire?"


	3. Planning, Favours and the Fixer

Victoria rubbed her head as she moved one of the novelty paperweights across the blueprints sprawled across the desk.

"Okay so what do we do when we reach the processing section on sub-level 5?" she asked the other three clustered around the table.

"First we disarm the guards, their usually three with stun sticks in the actual chamber, two snipers with tranq-rifles in the fortified control room and a techy on the comms. He's the one we need to take out first." Paladin answered

"Then we access the cell list to find the rest of the team." Songbird said as she toggled the volume setting on the sonic projector that allowed her to speak

"Good then what?" Victoria asked

"Then we bloody well take down the sentry turrets before they rip us to pieces." Boomerang ventured, "After that we rescue targets A and B and get the hell out of there."

"Right up until getting out, on our exit we want to cause as much carnage as possible." Victoria told him, "We've got to get the villain community talking about the Thunderbolts as much as possible."

"Got to say I'm loving the perks." Boomerang stated, "We get to be as bad as we want all with SHIELD's blessing"

"You're on thin ice Frank." Paladin warned, "You killed two people in the airport remember. Think of this as community service instead of being locked away."

"What about that broad?" Boomerang asked jabbing a finger at Songbird, "She's killed more people then me."

"I came willingly, you needed to be convinced." Songbird replied brushing a strand of auburn hair out of face. Since arriving here Victoria had checked both Boomerang and Songbird's records and covertly erased their past. Boomerang had been wanted for theft and murder while Songbird had priors for pick pocketing and illegal trafficking of drugs as well as being a contract killer.

"Okay let's go through this again." Victoria announced as the others sighed and picked up the paper weights consisting of an eagle, the Eifel Tower, a woman with a hat, boomerang and a robot back to outside the Triskelion entrance. "So how are we getting in?" she asked only to be answered by a knock on the door. Paladin got up from his chair and opened the door allowing Eric to come inside with a tray of coffees and other beverages.

"Okay," he announced, "I have a white latte with chocolate sprinkles, a mineral water, two cans of Red Bull, a cappuccino with two sugars and milk and finally a black coffee with Baileys."

"Water's mine." Songbird announced taking the bottle.

"Thanks mate." Boomerang said taking the two cans of Red Bull.

"Thanks Eric." Victoria added rubbing his arm as she removed the coffee and Baileys.

"You got this from the place I told you?" Paladin asked.

"Yes." Eric sighed as Paladin picked up the latte.

"So what did I miss?" Eric asked sitting down on the chair next to Songbird.

"Nothing, the boss is making us go over the same thing again and again." Boomerang announced, "It's making me crazy, we know what we're doing."

"Oh shut up and drink your canned caffeine crap." Victoria replied, "How did it go Eric did the meeting go as planned?"

"You could say that?" Eric answered looking sheepishly.

* * *

><p><strong>Killgrave Recruitment Offices, Walle Street - Two Hours Earlier<strong>

Eric checked the business card that he had been handed by Victoria, he knew what his mission was and how important it was to the survival of the Thunderbolts after they left the Triskelion. Heading inside the cute secretary asked him to wait and Eric was able to get a quick look down her top before being sent to sit next to the water cooler. Eventually he was told to head to the lift and ascend to floor 13 and visit office 666, a bad omen if there was ever one, he though but beggars couldn't be choosers. In a few minutes he was outside office 666, a curious thing since all the offices went from 1 to 12. Anxiously he knocked on the door and waited for the worst to happen.

"Enter." a female voice commanded. Eric did as he was told and entered a dimly lit office. Disturbingly the walls were decorated with the heads of rare animals and on the desk a skull paper-weight glared menacingly at him. The woman behind the desk was dressed in a black business suit and was shockingly pale, her eyes covered with red lenses glasses the same shade as her closely cropped hair.

"The white rose grows sweetest." Eric announced

"But it withers more quickly." the woman replied, "You must be Mr. O'Grady?" she asked

"Yes." Eric answered.

"Then sit." the woman commanded. Eric sat in the chair and saw for the first time that the woman had stopped reading the papers on her desk and was staring at him intently. "I'm the Headhunter." she announced, "SHIELD said that you would be coming."

"That's nice of them." Eric answered, "Now I want to ask about the services that you sell?"

"First you need to do me something." Headhunter answered, "I need some help, you see as I am I don't get out much, medical conditions and the general fear of persecution keep me inside."

"Okay?" Eric said nervously, "What do you need?"

"Something only you can do." Headhunter replied seductively leaning across the desk and stroking Eric's chin.

* * *

><p><strong>Triskelion - The Present<strong>

"What did she ask for?" Boomerang said with a smirk on his face absently tossing one of the Red Bull cans at Paladin who expertly caught it and threw it back, the aluminium container striking the Australian on the forehead.

"I don't want to talk about it." Eric answered, "Needless to say she's agreed to be the Thunderbolt's agent as soon as we become active."

"Good, very good." Victoria announced, "Okay Eric you and I need to come up with villainous alias, the whole thing will be blown if two SHIELD agents help free some villains from a top security holding facility. If you start working on that, there's something I need to talk to Paladin about."

"Yeah talking." Eric replied, "You go do that." he added bitterly as Paladin and Victoria headed into the large walk in laboratory at the other end of the room. "Dr Sophen, Dr Lu." Victoria murmured as she walked inside, "Can we have some privacy."

"Certainly not." Dr Sophen said brandishing a threatening walking stick at Victoria, "This is my lab now get out."

"I'm sure that what they have to say is important." Dr Lu intervened as he led Dr Sophen out of the lab, "Make sure you don't touch anything or you'll never hear the end of it." he added as the elderly doctor attempted to escape from his arms. As the door closed Victoria motioned for Paladin to start disconnecting the video cameras positioned in the room.

"Talk." Eric said angrily, "Maybe you and I should talk." he proposed to Songbird. Angrily she slapped him before getting up from her chair and walking to the other end of the room.

"Great anyone else want to beat me up today?" Eric asked angrily, "This is stupid I have no powers and only mediocre agent training."

"Well maybe go for being who you are." Boomerang replied, "Seems to me you're the group's peace-keeper."

"What?" Eric spat.

"You solve the arguments, you're like a fixer or something." Boomerang answered

"Fixer huh, maybe I can loot some of that experimental tech from the vault." Eric mused, "Sounds okay but how do you know about sociology?"

"I was a student at Empire University until I ran out of funds." Boomerang replied, "That's when I started turning over banks before those bloody SHIELD basterds ran me out of the country."

"Would you two idiots shut up?" Songbird hissed, her ear pressed against the door, "I'm trying to listen." Eric suddenly got up stumbling over the chair trying to reach the door.

"What did I miss?" he asked

"Well they started talking about the two people we're springing but then they started doing it." Songbird commented, "Sounds like she initiated and he's just going along with it, wow I've never heard a man be called that before."

"What?" Boomerang asked avoiding the chair that Eric had fallen over to join the other two to press his ear against the door.

"A stevedore stud that, hell I'm not going to repeat it, god knows what it will do to hormone bag over there." Songbird replied poking Eric in the arm.

"This isn't good for the group dynamic," Boomerang commented, "unless she's going to fuck us all. I mean that literally not metaphorically."

"Don't bother with the Headhunter, she's not interested in guys." Eric moaned, "Trust me I know."

"Is that mascara?" Songbird asked peering at Eric's eyes.

"I though I got rid of that stuff." he said rubbing his eyes, "Why won't it come off?"

"Don't bloody well look at me." Boomerang said defensively, "I'm not some Priscilla wannabe." he added

"Sorry I'm more of a background person." Songbird answered, "Wearing makeup makes me stand out."

Victoria panted as she pushed Paladin off of her nude body, she'd had sex with other guys before but this was in a league all of its own. Paladin actually put up a fight when she had tackled him, and she liked that, from what she could feel she knew he liked it as well.

"Seriously I want to talk about the last two members of the group." she said as Paladin kissed her breasts.

"What about them?" Paladin said between kisses.

"I'm worried the guys outside are small potatoes compared to these two. I mean one killed 200 people in…" she stopped and moaned as Paladin moved lower. "And the other demolished an Army…" she screamed in ecstasy as Paladin continued his exploration.

"Trust me they'll fit right in." Paladin assured her, "Now sit back and relax." he added kicking a set of papers off of Dr. Sophen's desk.

"Wow." Songbird commented as she sat by the blueprints looking at the paper-weights gathered outside the Triskelion main entrance.

"Fuck her." Eric yelled, "I can't believe it."

"It's happening man." Boomerang added, "You're boned, metaphorically this time."

"Wow." Songbird repeated as she knocked over a half empty can of Red Bull.

"Seriously it was that good?" Eric asked

"Oh yeah, I was turned on a bit." Songbird admitted, "Victoria is just wow."

"Seriously stop saying that." Eric replied angrily.

"Wow." Boomerang said jabbing Eric with the Eiffel Tower Paper Weight a big grin on his face.

"That's it." Eric announced, "I'm going for a walk, if Casanova and the Succubus ask I'll be back later." he added slamming the door behind him.

"So who do you think they are?" Boomerang asked Songbird, "You know the prisoners." he added picking up a plastic cockroach and a Roman Helmet from two of the prison cells on the blueprints.

"Don't know." Songbird answered, "But if there kept here then they are really bad guys. Worse then us"

"Wow." Boomerang stated.

"I know," Songbird repplied


	4. Breaking Out: Part 1

Paladin strode into the processing centre with a pair of guards in SHIELD body armor there faces covered by combat masks while they escorted the prisoner to his cell. The security were twitchy, they always were when dangerous prisoners were being processed, meta humans and hi-tech super villains were often unpredictable and recent attacks on the Triskelion hadn't helped calm peoples nerves.

"What have we got here?" the head of security asked his hand resting on his stun stick.

"Frank Myers, a con from Australia known as the Boomerang. He's being kept here until his ready for the courts." Paladin told him as he pushed Boomerang forward to the guard, "Look out for this one he's sneaky." he warned the guard as one of the shield agents attached a silencer to his pistol while the other leaned against the glass where a Technican was clearing the convict for the next stage of processing.

"What's he in for?" the security guard asked.

"Bank Robbery, Resisting Arrest and Murder." Paladin replied, "He used special boomerangs to slice the throats of two customs officers at the airport before being arrested. Then he escaped again but luckily he didn't get to far and only caused a bit of trouble." The last word caused the SHIELD agent at the window to tense up before the glass glowed pink and she phased into the office.

"What the hell?" the guard asked as he saw the agent slam the technician against the glass. Seconds later silenced shots cut down him and the other guards as the agent inside the glass control centre took out the snipers with a short rang sonic pulse, their ears bleeding as they writhed in pain.

"Good work everyone." Paladin told the others as Boomerang snapped the cuffs. "Fixer get on the console, Songbird, Boomerang get ready to deal with the sentry guns," he told the rest of the team handing Boomerang a set of his trademark weapons. Leaning in the turret at the end of the corridor opened fire causing the mercenary to withdraw his head.

"Don't worry mate." Boomerang jibbed, "I got this." he added tweaking one of his weapons. Throwing the boomerang into the corridor, the projectile ricocheted off the walls of the corridor before embedding in the base of the turret which sparked. Paladin stuck his head into the corridor only to withdraw it again as more rounds peppered the area.

"You'll deal with it." he said mockingly, "If you hadn't noticed the gun's still fucking active."

"Bloody impatient drongo." Boomerang replied, "Do your thing bird." he told Songbird. Lighting up her fists Songbird touched the wall sending a pulse of sound through the structure up to the boomerang embedded in the turret. The boomerang began to beep before exploding sending the turrets gun flying down the corridor past the processing centre. "How's that then mate."

"Very nice, next time make it faster." Paladin sneered, "Now everybody get dressed." he ordered as he took off his armor replacing it with a black leather coat with a snakeskin jacket and black combats, a bulls-eye tattooed on his forehead. Over in the booth Songbird shredded her armor revealing a blue bodysuit with a white bird emblazoned on the chest underneath her clothes.

"So much about women taking a long time to get changed." Boomerang remarked, "Hey Fixer where are we headed?"

"Cellblock A cells 12 and 29." Fixer replied his SHIELD armor replaced with what looked like electronic patches over his skin and a red dot scope over his eye.

"You two move out, Songbird you take Cell 12, Boomer and I will take 29, the boss arrives in five minutes with the toys so let's keep rolling." Paladin ordered as he opened the door and headed down the corridor marked cells 16 to 30. Turning the other way Songbird came to the cell marked 12 and saw a tall woman with a mane of red hair meditating in the centre of the cell. Once again Songbird's fist glowed pink and she slammed it into the fortified plastic door, the sound waves cracking the plastic until it fell apart.

"You could have just waited for me to activate the cell release function." Fixer said over the teams comm. unit. "I'm just saying it would be easier that's all."

"Are you Hippolyta?" Songbird asked ignoring Fixer.

"Who's asking?" the woman in the cell replied.

"The early release committee." Songbird told her, "We're getting out of here, any whether you like it or not your coming with us."

"Will there be men involved in this escape?" the woman asked.

"Probably," Melissa replied, "And you have free reign to do whatever you like on the way out." The woman got to her feet towering over Songbird, her brown eyes boring through the smaller woman.

"Then I am Hippolyta." the woman announced, "Where is my armor and sword?" she asked.

"The boss is just picking it up and then she'll drop it off here." Songbird answered, "For now just throw anyone you don't like down the hall." she added snapping the power inhibiting collar around Hippolyta's neck.

Boomerang grimaced as they reached cell 29, "Is this the right cell because that is disgusting." he announced as he watched the insect-human hybrid gnaw at a piece of wood in the cell.

"Meet Abner Jenkins, a few months ago he was an average Joe looking for some extra cash so he signed up for some tests. The military scientists then used him as a test subject for a new super-soldier, one that could detect and survive enemy land-mines and IEDs. They used a range of insect DNA to enhance his body but unfortunately he mutated a little too far and became this." Paladin told him, "Despite appearances he still retains his human intellect and is desperately been bargaining for SHIELD to come up with a cure to his situation."

"Is that how we're going to bribe him into serving on the team?" Boomerang asked.

"No bribery, we have a partial antidote in the works, it will allow him to shift between forms." Fixer said over the radio, "Just a heads up guys we have SHIELD agents cutting through the main control door, hurry it up or we could be overrun."

"Okay Fix, just open the door and we'll get this show on the road." Paladin ordered, "How far off is the boss?"

"Not far off if the footage of her tearing through the SHIELD agents in armoury is anything to go by." Fixer told him deactivating the lock to the prison door. Abe looked up from his piece of wood, eight black inhuman eyes staring at the visitors.

"Who are you?" he asked his words sounding like a buzz.

"Early release, come with us and you can get an antidote to your condition that SHIELD has neglected to give you." Paladin told him, "I'm called Bullseye and this is Boomerang, we're looking for people to stick it to SHIELD."

"Sounds like fun." Abe buzzed, "You promise to cure me."

"Partially cure you for the moment." Paladin told him, "You'll be able to shift between a human form and your current visage, I'm not sure how it will affect your abilities."

"I'm in." Abe buzzed walking out of the cell, "I presume that there are more of you."

"Yeah there is." Paladin answered handing him a comm. link. Abe slipped it into a socket behind his eyes, "Everyone mike check."

"Fixer is online."

"Boomerang is online."

"Bullseye is online"

"Songbird is online but I'm having trouble getting Hippolyta to wear the comm. link." she added.

"SHIELD Bug is online."

"Is that the new guy?" Songbird asked

"Yeah he's defiantly something." Boomerang announced, "Smells like shit."

"You can't say that," Songbird cried, "I'm so sorry about him, he's as blunt as a spoon at times."

"It's okay." Abe replied, "I know my scent is unpleasant I can't help it. Thank you for the concerns about my feelings though. It's nice to find someone who genuinely cares."

"This is vile." Hippolyta barked, "You concern yourselves with the feelings of men." she added striding down the corridor towards the processing centre, "They will soon learn of the Amazon superiority, all they are good for is breeding and for the occasional blood sport."

"Hold your horses Hippolyta." Songbird said, "We have to work with these people, its best if you refrained from ripping their arms off just for the moment." Amazon growled as Paladin. Boomerang and SHIELD Bug appeared around the corner."

"Wow that's one good looking woman." Boomerang commented. Amazon's growl became a roar and she rang at the Australian criminal pushing Abe and Paladin aside before picking up the thief by his neck so he could look her in the eye.

"You dare comment on my beauty?" Amazon asked in anger, "I should rip your eyes out of your skull."

"I didn't mean it; I promise I'll never say anything about you again." Boomerang wheezed.

"Put him down." Paladin ordered, Amazon completely ignored him and inched her fingers towards Boomerang's face.

"Oh just drop him." Songbird told her, "He may be a jerk, but he's our jerk."

"You mean he's a pet?" Hippolyta asked

"If you want." Songbird replied, "Just remember that he needs feeding and watering and both his eyes, preferably no mutilation at all actually." Amazon glared at Boomerang who was trying to wiggle away before dropping him to the floor. Behind them Fixer poked his head out of the processing centre before joining them picking up a discarded stun stick.

"The boss is on her way any minute soon." he announced, "Wow your…" he began to say before Boomerang covertly shook his head, "Your one awesome looking bug." he told Abe.

"Good save." Abe replied as he flexed his mantis like front limbs, "Somebody's coming I can feel vibrations in the floor, it's either one heavy person or lot's of light weight people."

"Everyone get ready, SHIELD is heading this way." Bullseye ordered, "Fixer how long is the boss's ETA?"

"Ten seconds, the far wall" Fixer answered as gunshots and screams echoed behind the fortified wall as the arc of a welder cut through the titanium plating before being pushed inwards. Clad in dark blue light weight armor Victoria stepped into the corridor, a SHIELD agent in both hands, her hair cropped and her eyes covered in a pair of goggles and her face covered with a slate grey metal plate.

"Is that Iron Man?" Boomerang asked trying to see past the smoking remains of the vaporized titanium.

"No it's a Mobile Armoured Construction Harness." Abe announced, "The military used them for training and live fire exercises. This one appears to be cut down though and by the looks of it, weaponized in addition to the construction tools mounted on the suit."

"You must be Abner Jenkins." Victoria stated, "And you are Katarina Van Horn." she said turning to Hippolyta.

"It's Hippolyta." she growled, "I no longer use my slave name given to me by men."

"Okay." Victoria stammered, "Here's your arms and armor." she added throwing a steel box to Hippolyta who ripped open the lid and removed a bronze broadsword, ivory hunting horn and a leather bodice and skirt as well as a helmet that she slipped over her head.

"Amazon is online." she growled.

"And so is Cobalt." Victoria added, "Now let's create some havoc before we leave."


	5. Breaking Out: Part 2

**Coffee Park Internet Cafe, New York City**

Sitting in the trendy Internet Café, the Head Hunter waited as the numbers on the screen counted down to zero before dissolving and revealing the inside of the SHIELD Triskellion's Processing Centre. Reaching into her bag she pulled out a small mobile phone and dialled a phone number, shielding the key pad from the view of any nosy customers.

"Yes, live uplink is recording, make it rain." she told the person on the other end before closing the phone and slipping it into the waste paper bin under her feet, turning the computer off and taking the coffee she ordered before disappearing into the crowd of people outside.

* * *

><p><strong>SHIELD Processing Centere, Sub Level 20, SHIELD Triskellion<strong>

"Okay people we just got confirmation of the link up." Victoria told the other Thunderbolts as they crowded around the doors that led to the main stair well up to the exit. "Remember we incapacitate rather then kill unless there is no other choice but there is no limit on the amount of property damage."

"Got it." Boomerang answered as he wedged open the door with the crowbar he was carrying, "Okay that takes that out of the equation. I just wish this place hadn't entered bloody lock down so quickly."

"Well at least we won't have to deal with the Ultimates." Eric replied "From the looks of Danvers's schedule there on a team building exercise in Colorado." he informed the others as they left the processing centre.

Rampaging down the corridors to the main stair well the Thunderbolts cut through the SHIELD defenders like a hot knife through butter. Those who survived the initial onslaught retreated shutting a heavy set of blast doors in the hopes to keep them out. The few left on the other side stood stoically as the Thunderbolts approached opening fire only to be silenced by Paladin as he threw a series of knock out gas bombs, the hissing grey cloud dropping the agents to the floor.

"Is this our enemy?" Amazon asked, "These men are weak, hardly worthy of a true warrior."

"She's got a point." Boomerang added, "SHIELD must be preoccupied as they don't seem to be taking us seriously as a threat" he added as he removed the crow-bar again and attempted to pull the doors open.

"Don't bother." Victoria ordered, "Let the suit's heavy duty wealder do the work just get ready for whatever's on the other side." What was on the other side was a group of panicking SHIELD agents cowering behind the Triskelion Rapid Deployable Cover as their commander set up a M12 Crossfire Marksmen Rifle. The door hissed and spat, glowing orange before collapsing, the agents opened fire only to see a swarm of boomerangs fly through the hole embedding in their armor before delivering electric shocks sending the agents convulsing across the floor.

"Security this is Captain William Cross, we are compromised, shut down all access to Sub Level 20 and activate automated security." the SHIELD Captain called over the comm. unit mounted in his gauntlet as he shot down a pair of boomerangs before turning his attention to Abe who had leapt the fifteen foot from the door to his position in a single bound. Cross got off a burst of fire, the rounds impacting with his attacker's thick exoskeleton before he was bodily lifted from the ground, his hands quickly bound with layers of silk before being stuck to the wall.

"Okay people let's keep moving." Victoria instructed passing the struggling guard, "Let's hit the stairs and get out of here. Fixer are the charges set?"

"Charges?" Songbird asked, "You didn't say anything about explosives."

"Relax, we rigged the building's roof with small amounts of detcord. When activated it will create a hole for our extraction route." Fixer explained.

"I don't like this, it wasn't in the plan." Songbird announced, "What else are you not telling me." she asked.

"Guys." Boomerang interrupted, "I may have fell asleep during this part of the briefing but you didn't mention any robot soldiers." he asked pointing to the small squad of robots heading down the hallway.

"Ultron Peacekeeping Drones." Fixer spat, "SHIELD must have kept some for base defence."

"Doesn't matter." Bullseye replied, "Let's just wreck them and move on." he suggested picking up Cross's dropped rifle and emptying the clip into the Ultron Drones as the other Thunderbolts ducked to avoid the laser blasts the robots fired back at them. Stepping forward Victoria closed on the drones charging up her armour's plasma saw, the hissing blade spitting blue sparks across the floor as Songbird, Bullseye and Boomerang returned fire thinning the ranks. With a sickening scream the MACH Armor reached the Ultrons dissecting them messily through the torsos, their dying forms spurting battery fluid and coolant as they still attempted to reach the Thunderbolts.

"Even SHIELD's Metal Men are no match for us." Amazon stated, "They are truly weak. I long for a fight worthy of a warrior of my calibre."

"Don't ask for things like that." Bullseye told her, "You're bound to find trouble." Amazon huffed and poked one of the Ultron remains with her sword before ripping off the robot's head and looking at it curiously. Bullseye returned to inspecting his rifle before heading over to Cross, "This is some nice tech buddy." he told the tied up soldier, "Here keep the change." he said mockingly flicking a 25 cent coin at the man's forehead before rushing to catch up with the others who had entered the next area and stopped. "Why the standing around." he asked his voice trailing off as he noticed the army of SHIELD Agents and Ultron Drones blocking the way to the stairwell.

"Surrender you have ten seconds to put down your weapons and raise your hands above your heads." a SHIELD Agent said through a mega phone.

"What now?" Fixer asked Victoria.

"We go on a clay pigeon shoot." Songbird interrupted, "Get ready."

"5, 4, 3, 2, 1" the SHIELD Agent counted down as Songbird muscled to the front of the group.

"We Surrender." she called walking forward her hands above her head into the middle of the group, guns trained on her as she positioned herself in the centre of the room. "We just came to." she stopped.

"Came to what?" one of the SHIELD Agents nearby asked.

"Pull." Songbird screamed stomping her foot down releasing a sonic pulse through the floor, the build up of energy causing the Agents and Ultron Drones in the nearby vicinity to fly into the air as the Thunderbolts opened fire on the ariel targets until the ground was littered with broken Ultrons and unconscious SHIELD Agents.

"Nice Work." Abe commented leaping to her position, "Seriously that was inspired."

"Thanks it just popped in my head." Songbird replied.

"Better then my idea." Boomerang responded, "Which was running and screaming in bloody terror." he added as he walked passed once again removing the crowbar. As soon as the tool touched the door he jolted back cursing while his body smoked. "Fucking Electrified Door." he commented, "SHIELD wankers must have locked down the system."

"We figured this may happen." Victoria told him, "While the door locks are electrified the lift shaft isn't." she gestured to the lift behind her, "Fixer see if you can get those doors open?" she asked. Fixer strode up to the door and plugged in an electronic timer, the numbers spiralling around.

"Two Minutes to crack the code, keep anyone hostile out the way, this is delicate just to say the least." Fixer informed them.

"Don't worry the area's clear." Abe commented, "Nobody is down here but…" his words trailed off as a drop of blood oozed down his face. Standing behind him with a large knife was an enraged Captain Cross, a look of sheer malice on his face.

"Stupid bug." he said spitting on Abe's exoskeleton, "Come on Big Barda let's see how you handle a real man." he addressed Amazon who bowed her head before screaming and running in sword drawn her eyes wide with anger. Cross dodged under the strike and slashed with his knife cutting his opponent over the breast before spinning round and elbowing her in the face causing her to stagger backwards. "You next Marksman." he hissed as Bullseye cocked his policed rifle and fired as Cross slipped behind Amazon using her as a mobile shield as he closed the distance. Bullseye rolled and dodged as Amazon collapsed towards him and drew his own knife clashing with Cross both men angrily cursing under their breath, the two men obviously evenly matched.

"Give up terrorist." Cross sneered, "I was trained by Cornel Fury and Hawkeye themselves."

"Good thing that I'm one of the few people who can beat them." Bullseye sneered back as Songbird popped up behind him and placed her hands over his ears as pink sonic energy streamed between them. Cross collapsed watching as Bullseye's knife skimmed past him before twisting and stabbing Songbird through her left hand.

"What's that about beating me?" he yelled as he turned and stabbed Bullseye in the chest.

"I beat you because I never miss." Bullseye replied stabbing his own knife into Cross's shoulder as his target turned and cut through a razor tipped boomerang that flew at him before kicking Bullseye in the groin.

"Your about to loose." Cross said dryly raising his knife ready to strike as Amazon got to her feet and slammed the tip of her Ivory Hunting Horn into his right eye before pushing him backwards onto his back.

"This is the fight I expected." Amazon said gleefully walking over to Songbird to help her up. "Give me more like him."

"No thanks." Songbird replied, "Sucks to be him now, he's virtually deaf and blind."

"His own fault." Abe wheezed, "He should have stayed down."

"Are you okay?" Songbird asked.

"Insect DNA, I heal fast." Abe announced looking at her hand before spitting a layer of silk around it like a big soft bandage, "That should keep you from bleeding out."

"Don't help me at all." Bullseye moaned as Boomerang stalked past and gave Cross a nudge. The SHIELD agent murmured something before making a grab for the Thunderbolt causing Boomerang to jump back.

"This fuckers still moving." he cried, "Got to hand it to SHIELD Agents the take their work seriously."

"Stop messing around Boomerang." Victoria called as the lift pinged and opened. "Everyone get in." she ordered squeezing through the doors into the large supply elevator. As soon as the Thunderbolts were inside Fixer pressed the button and the lift ascended to the tune of the American National Anthem.

"So this is what hell sounds like?" Boomerang joked as the lift jarred to stop at sub level 5. The doors opened and a surprised looking group of scientists peered in before wisely deciding to choose another lift to use. Continuing on it's way up the lift stopped at sub-level 1, the lights and music dying.

"They shut down the lift." Fixer replied, "And it gets worse." he added displaying a hologram of a man with a bleeding eye talking into a video screen.

"There in the lift sir. I suggest shutting down the lift and then activating the emergency isolation procedure." Cross told an invisible superior before the hologram faded.

"He's like an evil version of the Terminator." Songbird commented.

"The Terminator was evil." Bullseye corrected, "What's the isolation procedure for lifts?" he asked as Victoria fired up the MACH suit's welding arc.

"They snap the cable." Fixer replied, "Now cover your eyes." he ordered as Victoria cut through the first corner of the lift's roof.

"Can I just say that this is fucking bull-shit." Boomerang cursed, "I mean fighting robots and placing det-cord was one thing but crazy Terminator Man and falling lifts, it's like a freaking movie."

"Shut up Boomerang." Bullseye ordered as Victoria cut through the second corner. The lift jerked and Songbird gasped, "There cutting the cable."

"Everyone out." Victoria ordered activating a large canon like attachment that popped out of the titanium plated shoulder. Firing the weapon there was a grinding creak as the roof peeled it's way back allowing an escape route. Leaping for the cable Victoria closed her eyes as the wire went lax and the lift began to plummet, her suit's altimeter rapidly declining. Activating the armour's jet pack she felt a sudden increase strain as gravity tugged at the lift fighting against the rocket boosters. "Jump to the ladder." she yelled as the other Thunderbolts climbed to the lift's roof and begun to exit the carriage. As one by one they escaped Victoria felt the strain increase and eventually let go just as Amazon leapt to the ladder.

"Is everyone okay?" she asked doing a quick head count before sighing in relief at the result. Everyone had got out with no or limited injuries and as they began to climb up-towards a double set of doors marked G, Victoria began to feel a sudden flush of success. Cutting through the door she blinked as she emerged into the sunlight filled atrium, the chamber empty revealing only fifty meters to freedom.

From the security desk the sound of clapping hands could be heard as Major Danvers trained a pistol on the Thunderbolts emerging from the lift shaft "Well done." she congratulated, "But the Jail Break ends here." she said dryly as the figures of Captain America, Iron Man, Hawkeye, Black Widow and Giant Man walked through the Triskelion's main door blocking off the Thunderbolts escape route.


	6. Breaking Out: Part 3

"I don't know who you are." Captain America announced as the Ultimates lined up outside the main exit, "But you should surrender, whatever your trying to pull off won't work."

"Everyone remember that we're trying to get out not beat these guys." Victoria typed, the message playing to the Thunderbolts comms. link, as soon as we're clear of the building we blow the charges and get the hell out of the area.

"We can take these men." Amazon growled, "They are weak, bound by law's of state, they will crumple before us."

"I said no." Victoria typed before turning to the Ultimates, "I suggest you get out the way."

"We can't do that miss." Captain America replied, "Now surrender."

"We can't do that either." Victoria said her voice echoing, "Remember that these guys are the best that SHIELD has to offer. Work together to overwhelm their defences, if we can topple these guys then we can take down anyone." she ordered her team as the left gauntlet of the MACH armor reconfigured into a massive nail gun. Opening fire on the Ultimates, Victoria activated the suits smoke dispensers and watched as her team dispersed into the fog. Flying out of the smoke Iron Man slammed into her before delivering a Repulsor powered kick into her stomach causing her to recoil.

"Seriously you came here in that clunky dinosaur." he joked as Victoria blocked a blow before shouldering him in the face. Quickly she followed up the blow by activating the armour's plasma saw slashing at Iron Man who flew up out of reach. "Seriously that suit is antiquated, if you were going to use that line then at least chose anything above the MACH III suit. I mean that model doesn't even have boosters or repulsors"

"You know what they say about dinosaurs." Victoria answered activating the armour's jet pack as the fuel meter appeared on the suits HUD, "They evolved into birds." she finished rocketing up towards him.

Bullseye took cover behind a desk and watched as the pair of arrows flew over his head before embedding in the computer screen behind him. Carefully he picked up the Crossfire Rifle and fired blindly over the top of the cover he was hiding behind. Normally he would frown against this tactic but against somebody like Hawkeye any tactic that kept you away from his arrows yet still allowed you to fight back was valid. It also didn't help that the archer had given away his position and Bullseye soon heard a curse come from the Ultimate evidence that the shots he had taken had hit their mark.

"Try hitting me now Hawkeye." he mocked as he peered over the top of the desk. A shot rang out and Bullseye dropped down as the round embedded in his shoulder, the leather coat reducing the bullet's speed. "That's my favourite coat." he roared before kicking the desk over and opening fire as his opponent fired back, more of Hawkeye's rounds struck home, mostly non lethal riot rounds until the guns went silent and the cursing begun. Bullseye grinned and holstered the Crossfire Rifle before removing a razor tipped tranquilizer dart. "Here's hoping I get a Bullseye." he sneered pointing at the mark on his forehead.

Captain America waited as his two opponents a slimly looking half insect half man like creature and a woman wearing a blue uniform with a white bird emblazoned on the front, her auburn hair streaked with white. "You two are making a mistake." he warned the approaching Thunderbolts.

"Story of my life." Abe hissed darting forwards slamming into the Captain's Shield. The Ultimate had to admit his opponent was fast and strong, almost level with his own abilities, each blow kept him on the defensive but soon his blocks would be overloaded by the sheer volume of punches and slashes. Sure with his analysis the Captain sidestepped the next attack causing Abe to fall past, in an instant however a volley of pink sonic knives came flying at him as the woman, a pair of blades protruding from her wrists came slashing in. In an instant the Captain had blocked the attack as the sonic blade dissipated when in contact with his Shield. With a swift shove he had knocked Melissa back only to have Abe attack from behind quickly spinning him around to look at him face to face.

"Look at me." Abe instructed, "This is your legacy, the lives of people ruined forever. I hope you can live with what you helped create."

"I live with that every day son." Captain America responded smashing his Shield into Abe's face causing him to release his captor as the Ultimate advanced. "But all I see is a broken shell of a man looking to blame his problems on everyone else but himself" he finished slamming the Shield into Abe's face knocking the hybrid to the floor.

Eric scuttled from table to table silently gaining ground on Major Danvers who was smiling smugly as the battle between the Thunderbolts and the Ultimates ripped up the lobby in the Triskelion. It was obvious from her face that she figured that her team wouldn't be beaten lest of all by common criminals such as the ones the Thunderbolts pretended to be.

"Mr O'Grady." she said as Eric levelled a plasma sidearm at her head, "I wouldn't bother, this little venture is over."

"Maybe but I'm the one with the gun." Eric announced, "And it's the Fixer."

"Well Fixer, maybe you can help me fix this problem." Danvers replied turning to face the electronic scarred head of her attacker, "So lower the gun and let us talk about this."

"No." Eric replied, "Maybe you should call off yours goons and let us out of here." Danvers stroked her sleeve and suddenly a dart sprung out and struck Fixer in the neck causing him to drop his weapon, swiftly Danvers shot him twice propelling his lithe form backwards and over the edge of the balcony.

Amazon strode calmly towards Scott Lang who nervously stirred his giant feet causing tremors throughout the building. "Titan." she yelled, "I challenge thee." she yelled up at him. Seconds later a giant hand swatted her knocking her into a nearby wall. Picking herself up Amazon charged avoiding the blows from the Giant Man's hands before darting through his legs, her sword flashing as she cut through her targets left Achilles Tendon. Groaning in pain Giant Man reached backwards only to get a quick slash on the finger as Amazon dug her sword into the back on his leg climbing up towards his head. Angrily Giant Man slammed his leg against the door, the glass shattering, in an effort to remove Amazon. Roaring in pain as she continued her upwards crawl he slammed the back of his leg again this time squashing Amazon against the wall, her body falling while the sword stayed embedded in the Giant Man's leg.

Boomerang threw another one of his trade mark weapons at the Black Widow, the Vietnamese Woman quickly outrunning the spinning blade before closing in and delivering a pile-driver to the Australian's face. Boomerang lashed out clumsily only to feel his arm twisted round and quickly floored. Pinning her prey to the floor Monica Chang looked down at the criminal who struggled to pull a pair of Boomerang's from his belt. Suddenly the weapons he had reached flashed red and numbers began to count down backwards from ten.

"You idiot." she told Boomerang as he stared up at her through the visor he wore, "You'll kill us both."

"Better to take you to hell with me bitch." Boomerang replied as the numbers reached 5. Monica took the weapons and ran throwing them out of the Triskelion where they sailed away harmlessly.

"What." she said surprised.

"Always know how to kid the fucking idiots." Boomerang replied pulling out a Boomerang marked with an aboriginal pattern. "This belonged to my Uncle Clyde, he was tortured by the Vietcong during the war. When he got back he swore that this weapon was blessed, never to miss it's target." he informed as he threw the Boomerang. Monica easily dodged the weapon and looked at Boomerang her face full of mockery.

"Uncle Clyde was obviously full of bull-shit." she announced as Boomerang removed the crowbar he had used earlier holding it in a defensive position. The Black Widow advance menacingly as all the pair of the Boomerangs she had thrown earlier arched back round towards her.

Iron Man and Victoria Hand fought their blows ricocheting off the armoured surfaces of their suits, while the former occasionally fired close range Repulsor blasts, the beams barley charring the thick surface of the MACH armor. As Victoria dodged a punch she saw the HUD lit up warning her of a fuel shortage for the armour's jet pack. Cutting the power she slammed into the ground like a meteor, a sizable dent left where she had landed.

"Even your after market additions are primitive." Iron Man jabbed circling above Victoria like a vulture moving in for the kill. "Your out-classed lady, admit that and surrender."

"Your forgetting one thing." Victoria said as the large canon attachment popped up out of the shoulder of the armor.

"What's that?" Iron Man asked.

"The MACH I Armor had a prototype gravity canon." she announced.

"But that was discontinued because it was overpowered, too strong for construction work." Iron Man answered.

"I'm not a construction worker." Victoria replied firing the canon, the gravity blast sending Iron Man flying backwards shattering the roof of the Triskelion before disappearing over the horizon. "Dinosaur my ass." Victoria commented as she lumbered towards the doors.

Monica heard the boomerangs coming and dodged the weapons before disarming Boomerang before smashing him round the face with the crowbar. Next she slipped the tool under Boomerang's jaw and began to level it up fending off the frenzied grabs of the criminal. "Don't worry Uncle Clyde won't be the only tortured one if you don't surrender." she whispered as the for-mentioned Uncle's Boomerang came spinning back striking her in the back of the head. Boomerang reacted instantly pushing the crowbar out of his mouth before knocking the Black Widow over and delivering a quick curb stomp into her chest.

"That's for Uncle Clyde." he said before picking up the patterned Boomerang and throwing it again this time at Major Danvers who was firing down at Victoria who has sheltering Eric as he finished assembling a device the shape and size of a football, blinking lights at both ends covered in a metal casing. Danvers intercepted the boomerang catching it before throwing it at Victoria the wooden weapon shattering on her armor.

"Seriously that is weak." she announced as Fixer twisted a button on one end causing spikes to spring from the device before throwing it up at Danvers, the invention jabbing into her leg and causing her leg to become covered in ice, before spreading upwards over her body.

"Freon Grenade." Fixer mused, "Even an Ice Queen like you can see the benefit." he told Major Danvers.

"That was cold dude." Bullseye replied as he and Hawkeye fired over the desks before ducking under the other's shots. "Do you have another one of those?" he asked.

"No but I have these." Fixer replied handing Bullseye a set of caltrops, "Razor tipped and coated with tranquilizer. They should fare better then those darts you were using earlier." he said as Hawkeye popped up for another burst of fire, a dart embedded in his chest armor, the tip nowhere near his skin. Bullseye took the caltrops and threw them the spiky projectiles detonating in the air above Hawkeye and showering him with tiny darts that stuck in his eyes, face and arms causing him to flop to the floor defeated.

Captain America slammed Songbird round the face with his shield, causing her to wobble before she grabbed hold of the disc to steady herself. "Look around you Captain, the rest of the Ultimates are down, just let us go trust me we're here to help." she told him as she added hypnotic layers to her voice. The Captain shook his head as Abe got to his feet and spat a silk restraining line around the Ultimate's arms as Songbird phased through his arms and shield up to his face. "Give up, it's your duty solider." she said in the same sweet tones.

"I can't give up, I never will, not when the Nazis shelled the beaches of Omaha with their Screaming Mimis and Howitzers, not when the Chitauri invaded and defiantly not to a cheap thug like you."

"You're a good soldier captain," Songbird whispered, "I'm sorry that it had to come to this she announced before phasing back through his shield and giving a nod to Abe who began to pull the Captain back towards him as he struggled to break the silk line as he headed close to SHIELD Bug's maw.

"Don't consider my unpatriotic for this Captain." Abe said as he pulled the Ultimate to him pining his arms and legs, "I'm just looking for somebody to blame for my condition. Your words not mine." he added as a set of pincers erupted out of his mouth before jamming into his eyes, "Maybe next time you'll do some history as well as becoming it." he finished as he hopped off Captain America leaving the Ultimate tied to the floor by his silk lines.

"Is that everyone?" Victoria asked.

"No Amazon is still fucking around outside." Boomerang said, "Either that or she's actually going for the kill." he mused.

"Amazon." Victoria yelled as the Thunderbolt drew her sword in an attempt to saw out Giant Man's tongue. "What the hell are you doing?"

"Taking a trophy." Amazon announced happily as Captain America staggered out behind the Thunderbolts.

"Now is not the time." Victoria yelled, "Just call in support so we can get out of here." Amazon looked at her sourly before blowing through the hunting horn she was carrying. The loud booming call was echoed by a screech and breaking through the sky a massive bat winged Wyvern descended, it's jet black scales contrasting with the line of violet spines along it's back. Mounted on the small of the creatures back was a crude iron saddle with spokes hanging out, quickly Amazon mounted the creature while the other Thunderbolts nervously hung onto the spokes with Songbird and Fixer slotted behind Amazon on the saddle.

"Away Echidna." Amazon yelled kicking the creatures flanks causing the animal to rear up before leaping to the air, a few beats of its wings propelling it far above the Triskelion.

"Cut the cake Fixer." Victoria ordered as Fixer brought out a detonator pressing the trigger. Looking down the roof of the building burst into flame, the affected area leaving behind a thunderbolt scorched into the complex.

"No denying we weren't there now" Boomerang gasped.

"Ladies, Gentlemen consider this your video CV." Victoria announced as the first emergency response vehicles could be seen, flashing lights and sirens cutting through the general sounds of New York as the Thunderbolts headed away from the burning Triskelion.


	7. Opposing Force

Major Danvers sat at the head of the conference table a blanket draped around her shoulders, normally she wouldn't be seen in such a compromising position but whatever the Thunderbolts had hit her with had made it feel like her very bones had frozen. Positioned around the rest of the table were the other Ultimates as well as Thor and Cornel Fury as well as Gregory Stark, the latter had a shit-eating smirk on his face, something that infuriated her even more then the Thunderbolts break out.

"So who were those people?" Captain America asked, the meeting had been initially called to address Iran's growing unease at a symbol of SHIELD's power lounging only a few hundred miles away from the suburbs of Tehran. Instead as soon as the Triskelion had been cleared for human entry Danvers had called everyone inside. In reality she and Fury knew who had escaped SHIELD's grasp, but for the team she had to play the idiot, something she knew Fury and Stark would hold over her for years, presuming she lasted that long.

"Research has identified the group. We have a bigger problem then mere criminals escaping us, they posted it on the internet, the video went viral. Due to limited staff being re-admitted into the building and the Iran situation we haven't got round to taking it off the web." she announced.

"What bothers me," Tony Stark announced glaring daggers at his brother, "Is how with inferior technology, probably inferior training and powers, they were able to defeat us."

"Hold off on the analysis before you see the files, these guys came out of nowhere, only a few convictions between them." Fury mumbled, "First up is the team leader, the Cobalt Woman AKA Leeila Davis. Davis has no convictions and graduated from Oxford gaining a first in Engineering. Her mother was an RAF pilot and her father worker on the MACH programme, both were murdered a few years ago. Davis vanished until she reappeared with the group that attacked the Triskelion."

"Then there are her lieutenants Lester Graves and Paul Ebserol, both have no convictions, not even as much as a parking ticket or violation for jay-walking. Graves was the son of a marine sniper and did two tours of duty before disappearing in the deserts of Afghanistan, Ebserol worked in the FBI's cyber division and basically re-wrote the book on cyber warfare before he disappeared one day, literally everything vanished until today." Danvers continued, "The other four were the same, all white hats that vanished."

"Yeah the punk with the boomerangs is Frank Myres, he recently re-entered the country from Australia, the thing is the Australian Government has no record of him despite rumours that he's wanted for armed robbery on several banks that claim they weren't robbed. What we do know is that Myres before disappearing donated a million Australian dollars to a charity devoted to saving the Great Barrier Reef." Fury replied.

"He mentioned an Uncle Clyde, possibly an Australian Army Officer that fought in Vietnam." The Black Widow intervened, "Could that help narrow the search?"

"Probably but we have no idea if Clyde is a blood Uncle or an unrelated friend of the family. I did think about asking Simpson if he knew him but he's being uncooperative as per usual." Fury answered.

"That monster has nothing useful to say." Captain America announced, "I'm all for second chances but only if somebody is willing to take them."

"That's for me to decide." Major Danvers replied, "Many of you may remember the fate of Mimi Gold, the punk rock singer who was killed by a crazed fan in her apartment. What many of you may not know is that she was a SHIELD under-cover agent and that she had a daughter, Melissa Gold, who went through the basic training process before being kidnapped during the Liberator attack. We assumed she was dead until she reappeared today with sonic powers she previously hadn't possessed."

"This is worrying." Hawkeye commented, "Your saying that at least two of these guys have military training."

"Three," Fury interrupted, "the bug-man is Abner Jenkins, part of a failed Super Soldier programme to create trail-blazer units to hunt and destroy land mines. The work was based on the Captain America programme and mixed with insect DNA. Jenkins did a single tour of duty and saved many lives before mutating into his current visage. He went AWOL for six months before repapering and destroying Fort Jay before he was eventually recaptured and transferred to the holding cells under the building."

"As for the last individual Katarina Van Horn, she was our most hopeful chance at wining the heptathlon in London 2012 until she vanished in the Peloponnese two year ago. Later she reappeared in the Bahamas claiming to be Hippolyta, Daughter of Ares where she and her mount attacked cruise ships killing male passengers and abducting women many of whom became radicalized Amazons."

"I remember fighting against her and the Wyvern, both are skilled opponents." Thor added, "These Thunderbolts all were turned but by who, I sense my brothers hand could be at work here."

"It's not Loki but it is somebody." Danvers confirmed, "Unless something major happens I want finding these punks as number one priority. You're all dismissed." she added bitterly. One by one the Ultimates left the room until only Fury and Danvers were left. As Gregory Stark walked past he smirked and sarcastically clapped his hands before whispering, "I'll be back for the five o'clock show." As he closed the door behind him Danvers glanced at Fury, "He knows, I don't know how but he does." she hissed.

"Yeah he does." Fury announced, "And I have a feeling that he's not going to leave those kids to do their jobs unhindered"

Stark whistled a merry tune as he arrived back into his lab, where three figured were waiting for him, all three of them hunched into chairs. Luckily the security system had taken a battering so he could conduct the meeting in secret "You have been gathered here because all three of you have an enemy, the Thunderbolts." he announced, "Thanks to Doctor Sophen I was made aware of the programme, thanks to Captain Cross I was able to spike the Ultimates food so they would escape and as for you Doctor Klaw, your contribution to the sonic tracker has been invaluable."

"So you gathered us here to thank us?" Cross yelled.

"Yes Captain, you see all three of you have in the past made mistakes. I call upon you to redeem yourselves." Stark announced, "In due course the Thunderbolts will have to be destroyed."

"I don't see how an amputee, an injured soldier and an elderly lady will be any good to you." Doctor Sophen commented, "And we all know that Danvers calls the shots for the moment."

"Exactlly, for the moment, but even a blind man could see that Fury is making a move for the Director's position." Stark told them, "So am I, but the thing is the Ultimates won't work for me, their too loyal to my brother, as for Fury's Avengers they will bolt as soon as I take control. That's why you are here, you will be my Ultimates. Let me demonstrate on Doctor Sophen." he added.

"Why me?" the Sophen asked.

"Because I know how to fix you, despite your façade I know that your working on Kree technology not on new gravity weapons. You already created a strength enhancing gravity harness, but it's DNA locked. Behold." he revealed the device and a syringe full of blue liquid, "this is the answer." he added jamming the syringe into Doctor Sophen's arm. Instantly she began to convulse as froth sprayed out of her mouth. Shuddering in her chair her eyes darted rapidly around the room first to Cross then Klaw and finally to Stark sheer panic plain to see. As she convulsed her skin smoothed and her grey hair grew out becoming long, lustrous and corn silk blonde. Eventually she stopped shaking and got to her feet before walking over to Stark and grabbing him by the neck.

"See it worked." he wheezed as his assistant scuttled out and showed Doctor Sophen her reflection, she immediately dropped Stark and stared at herself stroking her perfect cheek. "Behold Project Moonstone has come to fruition." Stark announced.

"I didn't look this good even when I was twenty." Doctor Sophen spluttered, "What was that stuff?"

"Kree DNA form Captain Marvel, I gave you just enough to get the harness working, you should be able to fly, as well as lift many times your own weight." Stark announced, "Who knows you may be able to do other things as well."

"Can it regenerate my arm, if so I'm in that slut will be crushed by my hands." Klaw hissed.

"Sadly it can't Mr. Klaw but I do have an interesting development that allows the fusion of man and machine, the heavy calibre Vibranium Pulse Rifle is being prepped as we speak, you may not be able to strangle Songbird but you could vaporize." Stark explained

"With my very own hands." Klaw sneered, "I like that." he added

"As for Mr. Cross I believe that the high grade cybernetic replacements that are in the final stage of testing need a test subject. Enhanced Accuracy and Heightened Senses are guaranteed of course, all of my products carry such promises." Stark stated.

"But SHIELD ditched the Cybernetics Programme to save money." Dr Sophen said suspiciously, "Development was stopped before prototypes could be created."

"SHIELD dropped the project and I had Ms. Jarvis move it to be completed by an associate of mine."

"That still puts us at a disadvantage, numbers wise." Cross announced, "Unless you can create clones of us." he joked.

"No I have little use for the clones I created for you, they were slow and unresponsive that's why I had to invite you here." Stark replied, "Let's just say I noticed the altered files of are friends and found out that like all criminals they have enemies. For example Detective Patricia Mulligan is loosing her job because Boomerang escaped from SHIELD's custody when she should have taken him in. Another example is the man called Hercules who arrived looking for the girdle of Hippolyta with his little friends, there currently rotting in the cells but I'm sure he could serve a purpose in return for his freedom. Then there is the image consultant, an agent called the Head Hunter whose there handler, I looked into her past and found a former lover whose flying on his way here to take a bite out of her."

"So that takes care of numbers," Klaw stated, "Do you want them dead now or later?" he asked rubbing his cauterized stump.

"Later, for now I need them, they will be the lynch-pin that will connect Fury and Danvers to their doom." Stark said happily, "Now if you go with Ms. Jarvis she will take you for augmentation, I will arrive later I have other matters to intend to." Jarvis quickly led the others out and Stark spun in his chair before activating a large screen TV on the wall.

"Mr Cash." he said to the dark skinned bulky man that appeared, "I got that help you needed."

"Those punks that thrashed the Triskelion?" Cash asked, "From what you said their SHIELD agents and can't be trusted."

"Ah Mr. Cash we want to be caught, start them off small before bringing them in to the big score, see how quickly they report back." Stark told him, "Once we know how the system works we can use it lure Fury and Danvers into Checkmate. After that I get control of SHIELD and you get to do whatever it is you down in Brazil."

"Well I do need Zabo taken care of; he's been selling inferior but more addictive strain of Hulk." Cash mused, "If these guys can take him off the street I'll consider it. I'm curious though, if these punks beat the hell out of the Ultimates then why do you want them dead."

"Because I need every existing SHIELD team not under my control disposed of, if they find out who they really are working for it will be my downfall. Therefore I want you to keep your mouth shut about me, do you understand because I can make you disappear Cash, you may be a big man but I'm a lot bigger."

"Yeah I get you, shall I call them now?"

"No let them savour their victory, every day from now is numbered they just don't know it." Stark replied reclining in his chair as he turned off the TV and the lights as he sat alone in the darkness.


End file.
